Pay for Performance: Does Disclosure Matter?

Responding to a public outcry about the level of executive compensation in many corporations as well as the apparent weak linkage between performance and pay, on October 15, 1992, the SEC (US Securities and Exchange Commission) adopted new rules affecting corporate disclosure of compensation. These rules require that executive compensation and company performance be clearly presented, and that the compensation committee of the board of directors explain how they arrived at their compensation decisions. The new rule affects the 1993 proxy statements of all but the smallest publicly‐traded US corporations, and applies to results from the 1992 fiscal‐year.